What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 29 added, 19 removed, 158 unchanged (23% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2023.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023.

We excluded Prolab Instruments GmbH, PreOmics GmbH, PepSep Holding ApS, Optimal Industrial Automation and Technologies, IonSense, Inc., Inscopix, Inc., and Neurescence, Inc.

from our assessment of internal control over financial reporting as of December 31, 2022 because they were acquired by the Company in business combinations during 2022.

The total assets and total revenues of the acquired entities collectively represent 1.5% and 1.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2022.

PricewaterhouseCoopers LLP, our independent registered public accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2022, as stated in their report which is included herein.

We excluded Biognosys AG, Osthus Beteiligungs GmbH, MIRO Analytical AG, PhenomeX Inc.

(Bruker Cellular Analysis), Acquifer Imaging GmbH, Deltabyte GmbH, Pinpoint Testing LLC, Fasmatech Science and Technology SA, Interherence GmbH, and Signals GmbH & Co.

KG, from our assessment of internal control over financial reporting as of December 31, 2023, because they were acquired by the Company in business combinations during 2023.

The total assets and total revenues of the acquired entities collectively represent approximately 9% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

ITEM 9B OTHER INFORMATION

During the quarter ended December 31, 2023, none of the Company's directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.

As previously disclosed, Bruker Invest AG, a Swiss stock corporation and a subsidiary of the Company (“Buyer”), entered into a binding put option agreement dated December 23, 2023 (the “Put Option Letter”), with Tecfin S.à r.l., a controlled affiliate of PAI Partners (the “Beneficiary”) acting for itself and on behalf of the shareholders (collectively, the “Sellers”) owning directly or indirectly 100% of the issued and outstanding securities of TecInvest S.à r.l, which does business as ELITechGroup (“Target”).

Target’s subsidiaries (collectively, “EliTech”) are active in the molecular diagnostics, microbiology and biomedical testing equipment fields.

Under the terms of the Put Option Letter, Buyer irrevocably and unconditionally agreed to sign the form of (i) Share Purchase Agreement attached to the Put Option Letter as Annex I (the “SPA”) and (ii) Warranty Agreement attached to the Put Option Letter as Annex II containing customary representations and warranties of the Sellers for transactions of this type (the “Warranty Agreement”),

both pertaining to the acquisition of all issued and outstanding securities of Target on the terms and conditions set forth therein (the “Acquisition”), subject to the delivery by the Beneficiary sending by the Beneficiary, of a notice of Sellers’ decision to sell all of Target’s securities to Buyer in accordance with the terms and conditions of the SPA (the “Put Option”).

Concomitantly with the execution of the Put Option Letter, (i) the Company delivered to the Sellers a customary equity commitment letter covering all amounts payable by Buyer under the SPA (and which the Beneficiary relied upon in entering into the Put Option Letter) and (ii) Buyer secured an insurance policy to cover (as sole recourse) any and all claims for breach of the representations and warranties of the Sellers contained in the Warranty Agreement.

On February 27, 2024, following the exercise of the Put Option by the Sellers, the Buyer and the Sellers entered into the SPA, pursuant to which the Buyer will acquire (directly or indirectly) the Target and its subsidiaries for a cash purchase price derived from an Enterprise Value of EUR 870 million, subject to certain adjustments.

The purchase price will be paid by Buyer with cash on hand.

The SPA provides that closing of the Acquisition is subject to the satisfaction or waiver of certain conditions, notably certain regulatory approvals and notices and the carve out referred to above.

In addition, in connection with the execution of the SPA, the Buyer and the Sellers entered into the Warranty Agreement.

The description of the Put Option Letter and the SPA and the transactions contemplated thereby, including the Acquisition, set forth above are not complete and are subject to, and qualified by, the full text of the Put Option Letter, the SPA and the Warranty Agreement, each of which is filed as an exhibit to this Annual Report on Form 10-K.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

16 unchanged sentences

(1) Financial Statements

The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data.

(2) Financial Statement Schedules

The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data.

(b) List of Exhibits

7 unchanged sentences

March 1, 2017

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934

March 27, 2020

18 unchanged sentences

Bruker Corporation Employee Stock Purchase Plan

Amended and Restated Credit Agreement, dated as of May 24, 2011, by and among the Company, Bruker AXS GmbH, Bruker Daltonik GmbH, Bruker Optik GmbH, Bruker Physik GmbH, Bruker BioSpin Invest AG, Bruker

BioSpin AG and Bruker BioSpin International AG, the other foreign subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, Deutsche Bank Securities Inc., Commerzbank Ag, New York, Grand Cayman And Stuttgart Branches and RBS Citizens, National Association, as Co-Documentation Agents, Bank of America, N.A.

as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent

Note Purchase Agreement, dated January 18, 2012

35 unchanged sentences

Second Amendment to Credit Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc.

and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD

November 4, 2022

and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A.

Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders

November 4, 2022

Second Amendment to Term Loan Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A.

2 unchanged sentences

November 4, 2022

Put Option Agreement, dated as of December 23, 2023, by and between Bruker Invest AG, as promisor and Tecfin S.à r.l., as beneficiary.

Share Purchase Agreement dated as of February 27, 2024, by and between Bruker Invest AG, and Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2

Warranty Agreement dated as of February 27, 2024, by and among Bruker Invest AG, Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2

Subsidiaries of the Company

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Bruker Corporation Compensation Recoupment Policy

Inline XBRL Instance Document

4 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 has been formatted in Inline XBRL (included in Exhibit 101)

The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 has been formatted in Inline XBRL (included in Exhibit 101)

* Certain portions have been omitted pursuant to an order granting confidential treatment and have been filed separately with the Securities and Exchange Commission.

28 unchanged sentences

Cynthia Friend, Ph.D.

KASTNER, PH.D.

February 28, 2023

Kastner, Ph.D.

/S/ WILLIAM A.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures